<pre>

                                  UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                             Washington D.C.  20549

                                     FORM 10-Q
(Mark One)

[X] Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934. For the quarterly period ended June 30, 2008 or

[ ] Transition report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934. For the transition period from __________ to __________


                      Commission file number:  0-28811

                           VOTE POWER CORPORATION
                          -----------------------------
             (Exact Name of registrant as specified in its charter)


          Florida                   0-25853                59-1413673
----------------------------   ------------------------  -----------------
(State or other jurisdiction   (Commission File Number)  (I.R.S. Employer
      of incorporation)                                  Identification No.)

                           9018 Balboa Blvd. Ste. 534
                          Northridge, California 91325
                     ---------------------------------------
                    (Address of principal executive offices)


                                 877-217-3633
                          -------------------------
                          Issuer's telephone Number

    Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes |X| No | |

    Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated filer"
and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

    Large accelerated filer | |                    Accelerated filer | |
    Non-accelerated filer | |                      Smaller reporting company |X|
    (Do not check if a smaller reporting company)

    Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).  Yes |X| No | |

        As of October 1, 2008, the Company had a total of 373,100 shares of
Class B Common Stock, par value $.01 per share (the "Common Stock"), outstanding
and had no shares of Class A Common Stock outstanding.

===========================================================================
<page>i

                                Table of Contents
                                -----------------
PART I - FINANCIAL INFORMATION
                                                                         Page
                                                                         ----
Item 1.  Financial Statements.............................................F-1

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations.............................................1

Item 3.  Controls and Procedures...........................................7

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.................................................8

Item 2.  Changes in Securities.............................................8

Item 3.  Defaults Upon Senior Securities...................................9

Item 4.  Submission of Matters to a Vote of Security Holders...............9

Item 5.  Other Information.................................................9

Item 6.  Exhibits..........................................................9

Signatures................................................................10

<page>ii

                                    PART I

ITEM 1.  FINANCIAL STATEMENTS

                     FINANCIAL STATEMENTS

                        VOTE POWER CORP.
                        BALANCE SHEETS
                         (Unaudited)

                                      June 30, 2008
                                     ------------------
              ASSETS
              ------
CURRENT ASSETS
--------------
   Cash in bank                       $         330
                                      --------------
   Total assets                       $         330

           LIABILITIES AND STOCKHOLDERS' EQUITY
           ------------------------------------

CURRENT LIABILITIES
-------------------
Notes Payable to related parties     $       28,265
                                     ---------------

TOTAL CURRENT LIABILITIES            $       28,265
                                     ===============

STOCKHOLDERS' EQUITY

Class B Common stock, $.01 par value,
   250,000,000 shares authorized,
   373,100 issued and outstanding              3,731

Additional paid in capital                 1,891,144

Accumulated deficit, including deficit
accumulated during the development
stage of $114,310                         (1,922,810)
                                      --------------
                                             (27,935)
                                      ---------------
   Total liabilities and shareholders'
   equity (deficit)                   $          330
                                      ===============

The accompanying notes and accountant's report should be read with
these financial statements.

<page>F-1

                              VOTE POWER CORP.
                          STATEMENTS OF OPERATIONS
                           -------------------------

                                             Six Months Ended
                                                June 30, 2008
                                             -------------------

                                               (unaudited)

Sales                                         $      -
                                              --------------
Operating expenses:
Professional fees                             $      60,000
General and administrative                    $       1,486
Taxes and fees                                $         800
                                              --------------
Total operating expenses                              62,286
                                              --------------
Net loss                                      $      (62,286)
                                              ==============

                              VOTE POWER CORP.
                          STATEMENTS OF CASH FLOWS
                           -------------------------
                                    (Unaudited)

                                              Six Months Ended
                                                June 30, 2008
                                             ---------------------

                                               (unaudited)
Cash Flows from Operating Activities
Net loss                                      $    (62,286)
   Noncash item included
   In net income (loss) -
     Fair value of securities issued
       for compensation                             60,000
                                              --------------
Net cash provided (used)
by operating activities                             (2,286)
                                              --------------
Cash Flows From Investing Activities
Proceeds from related part notes                       422
                                              --------------
  Net cash provided (used)
  by financing activities                              422
                                              --------------
Net increase (decrease) in cash                     (1,864)
Cash -  beginning of year                            2,194
                                              --------------
Cash - end of year                            $        330

The accompanying notes and accountant's report should be read with
these financial statements.

<page>F-2

<table>
             VOTE POWER CORP. STATEMENTS OF STOCKHOLDERS' EQUITY
                  (for the Six Months ended June 30, 2008)
                                 (Unaudited)

                                                         Class B
                             Date of         Number       Common   Additional        Additional
                            Transaction     of Shares     Stock    Paid in Capital     Deficit        Total
                            -----------    -----------   --------  ---------------   ------------     ---------
                            <C>            <C>           <C>       <C>               <C>              <C>
Balance December 31, 2007                     201,671    $  2,017  $   1,832,858     $(1,834,875)     $(25,649)

Net Income (loss)                                                                        (62,286)      (62,286)
Issuance of common stock,
  $.01 par value

Loss from reverse stock
split and resetting of
par value to $.01                                                                        (27,935)      (27,935)

Stock Issued For Services    4-1-08           171,429       1,714         58,286
Proceeds from issuance
of common stock in excess
of par value

                                             ----------   ----------  ------------   ------------    ------------
Balance June 30, 2008                          373,100   $  3,731     $1,891,144     $(1,922,810)    $(115,935)

The accompanying notes and accountant's report should be read with these financial statements.
</table>

<page>F-3

VOTE POWER CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

1.  ORGANIZATION AND BUSINESS

Ludlum Construction Co., Inc., a Florida corporation,  was founded and
incorporated in 1976 by Noah Ludlum. Ludlum was a dredging and land
excavating contractor providing dredging services for navigable waterways, lake
construction and marinas. It also provided excavation and development relating
to construction of golf courses and land subdivisions. Its offices were in
Martin County, Florida.

In April 1998, Noah Ludlum resigned as president, turning management over to
James Schwarz, who has been employed by the Ludlum since its inception.

In March 1998, Ludlum conducted a private offering under Rule 504 Of
Regulation D of the Securities Exchange Act of 1934. On September 18, 1998
Ludlum was approved by the National Association of Securities Dealers (NASD)
for listing on the OTC Bulletin Board with the symbol LDLMB.

In fiscal year 2000, Ludlum experienced cost overruns on two jobs.  The
excessive costs, difficulty in dredging at the St. Lucie County Landfill, and
significant underbidding of the job caused a loss of approximately $240,000 to
be recorded on this job. It was finished with an additional loss of $240,000.
Ambiguities and disputes as to the amount of fill removed in the Andros Isle
contract caused Ludlum to write off $150,000.00 on that contract.

Because it was not awarded several key contracts on which it had bid, Ludlum
was unable to continue funding its day to day operations and its debt service
requirements. On September 11, 2001, Ludlum was forced to cease all operations
because a group of secured creditors filed suit to repossess Ludlum's heavy
equipment on which it had a lien. Ludlum's management tried unsuccessfully to
arrange bank financing in the amount of $1,200,000 to refinance the company.
The few remaining accounts receivable became uncollectible and were written
off. In an attempt to reach an agreement, negotiations with Ludlum's bankers
continued to no avail.

From June 30, 2000 to the end of the first quarter of 2004, Ludlum was a
dormant company with no operations, no income and no expenses.

<page>F-4

VOTE POWER CORP.(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (continued)

In September 2003, a consultant to VotePower Corp. contacted Ludlum and
exploratory talks commenced towards creating a business relationship between
the two entities. Initial discussions became negotiations that progressed in a
positive manner. In order to facilitate the creation of the business
relationship, a special meeting of Ludlum's Board of Directors, chaired by
James K. Schwarz, Chairman and Chief Executive Officer, was convened on
November 22, 2003. A general meeting of Ludlum's shareholders followed the
Board of Directors meeting. By a majority vote in favor, Ludlum's shareholders
authorized a 2 for 1 stock split of its B common stock, an increase in the
number of common B stock authorized from 10,000,000 to 250,000,000 shares and
the appointment of Floyd D. Wilkenson as Ludlum's Sole Director and Trustee.
All prior members of management and the board of directors submitted
resignations which were accepted by Mr. Wilkenson.

On December 1, 2003, Ludlum filed documents with the Secretary of State of
Florida, increasing the authorized capital stock from 10,000,000 shares to
250,000,000 shares. On December 2, 2003, Ludlum was reinstated once again as an
operating company. The 2 for 1 stock split became effective on December 12,
2003. The Depositary Trust Company was notified of the 2 for 1 stock split on
December 16, 2003.  The total issued and outstanding shares became 7,432,800
shares. The par value of the Class B Common Stock was reduced by 50% to .005.

On December 23, 2003, a Letter of Intent was signed indicating the desire of
both Ludlum and Vote Power Corp. to consummate an Asset Purchase and New
Management Agreement. The assets that would be purchased are the hardware and
software programs that constitute the electronic voting system described below.
Consideration for this purchase would be the issuance of 30,000,000 shares of
Issuer's B common stock to Vote Power Corp. This common stock would be
restricted investment stock as defined in Rule 144 of the Securities & Exchange
Commission. As additional consideration, Ludlum's Sole Director and Trustee,
Mr. Floyd D. Wilkenson, resigned from his position and be replaced by three
executives of Vote Power Corp.

<page>F-5

VOTE POWER CORP.(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (continued)

2.  BASIS OF PRESENTATION

The accompanying unaudited financial statements and related footnotes have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial statements and pursuant to the
rules and regulations of the Securities and Exchange Commission for Form 10-Q.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with the above accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the
Company believes that the disclosures are adequate to make the information
presented not misleading. Accordingly, they do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States of America for complete financial statements.

In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included. The
results of operations for the twelve months ended December 31, 2006 are not
necessarily indicative of the operating results that may be expected for the
year ending December 31, 2007 and 2008.

<page>F-6

VOTE POWER CORP.(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (continued)

Going concern

These financial statements have been prepared in accordance with generally
accepted accounting principles applicable to a going concern that contemplates
the realization of assets and the satisfaction of liabilities and commitments in
the normal course of business. As at December 2006, the Company has not
recognized revenue to date and has accumulated operating losses of approximately
$1,836,000 since its inception. The Company's ability to continue as a going
concern is contingent upon the successful completion of additional financing
arrangements and its ability to achieve and maintain profitable operations.
Management plans to raise equity capital to finance the operating and capital
requirements of the Company.  Amounts raised will be used to further development
of the Company's products, to provide financing for marketing and promotion, to
secure additional property and equipment, and for other working capital
purposes.  While the Company is expending its best efforts to achieve the above
plans, there is no assurance that any such activity will generate funds that
will be available for operations.

These conditions raise substantial doubt about the Company's ability to continue
as a going concern.  These financial statements do not include any adjustments
that might arise from this uncertainty.

3.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Development stage activities

There were no financial activity, either from collections or disbursals, for the
years 2000 through 2003. As a result, the filings for 2002 and 2003, as well as
the current filings, contain no audited financial statements.

All of the Company's operating results and cash flows reported in the
accompanying financial statements from its inception are considered to be those
related to development stage activities and represent the 'cumulative from
inception' amounts from its development stage activities required to be
reported pursuant to Statements of Financial Accounting Standards (SFAS) No. 7,
Development Stage Enterprises.

<page>F-7

VOTE POWER CORP.(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (continued)

Use of Estimates

In preparing financial statements in conformity with accounting principles
generally accepted in the United States of America, management is required to
make estimates and assumptions that effect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements and revenues and expenses during the reporting
period. Actual results could differ from those estimates.

Recent accounting pronouncements

Management does not believe that any recently issued, but not yet effective
accounting pronouncements if currently adopted would have a material effect on
the accompanying financial statements.

<page>F-8


Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our
consolidated financial statements and notes included elsewhere in this report.
This report contains forward-looking statements, including statements
concerning future conditions in the computer voting and anti-virus industry,
and concerning our future business, financial condition, operating strategies,
and operational and legal risks. We use words like "believe," "expect," "may,"
"will," "could," "estimate," "continue," "anticipate," "intend," "future,"
"plan" or variations of those terms and other similar expressions, including
their use in the negative, to identify forward-looking statements. You should
not place undue reliance on these forward-looking statements, which speak only
as to our expectations as of the date of this report. These forward-looking
statements are subject to a number of risks and uncertainties, including those
identified under "Risk Factors" of our most recent Annual Report on Form 10-K
and any amendments. Although we believe that the expectations reflected in these
forward-looking statements are reasonable, actual industry conditions, and
actual conditions and results in our business, could differ materially from
those expressed in these forward-looking statements. In addition, none of the
events anticipated in the forward-looking statements may actually occur. Any of
these different outcomes could cause the price of our common stock to decline
substantially. Except as required by law, we undertake no duty to update any
forward-looking statement after the date of this report, either to conform any
statement to reflect actual results or to reflect the occurrence of
unanticipated events.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of
operations are based upon our consolidated financial statements, which have
been prepared in accordance with accounting principles generally accepted in
the United States. The preparation of these financial statements requires us to
make estimates and judgments that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amount of net sales and expenses for
each period. The following represents a summary of our critical accounting
policies, defined as those policies that we believe are the most important to
the portrayal of our financial condition and results of operations and that
require management's most difficult, subjective or complex judgments, often as
a result of the need to make estimates about the effects of matters that are
inherently uncertain.

On July 1, 2008 we filed a Form 15 certification and notice of termination of
registration under section 12(g) of the securities exchange act of 1934 or
suspension of duty to file reports under sections 13 and 15(d)of the securities
exchange act of 1934. Our duty to file was suspended based upon rule Rule 12g-
4(a)(1)(ii)and Rule 12h-3(b)(1)(ii)since we have less than 500 shareholders of
record we have 180.

Results of Operations

        Results of Operations for the Six Months Ended June 30, 2008

We did not generate any revenues for the six months ended June 30, 2008.
Management has been working for the Company without taking any salaries or
compensation of any kind. Further, management is paying for all their own
expenses without seeking reimbursement from the Company now or in the future
for these expenses. Management will continue to finance company operations
until adequate financing has been secured.

Liquidity and Capital Resources

During the six months ended June 30, 2008 we financed our operations
solely through private funding. Because we are in the process of development of
our Vote Power Voting System for commercial production, we have never generated
any revenue from operations. Our financial statements as of and for the year
June 30, 2008 have been prepared on a going concern basis, which
contemplates the realization of assets and satisfaction of liabilities in the
normal course of business.

As of June 30, 2008, we had working capital deficit of approximately
$28,000. As of that date, we had approximately $330 in cash and cash
equivalents.  We had current liabilities of approximately $28,000.

We have been, and currently are, working toward identifying and obtaining new
sources  of   financing.  We are currently in discussions with a number of
funding sources capable of funding the full development of our Voting Power
voting system.

<page>1
                      Business Of Vote Power Corp.

We are Changing our Name:

Vote Power Corp. is changing its name to Innovative Impact Design, Inc. and will
be trading under a new symbol very shortly.

Expanded Operations

Vote Power (Innovative Impact Design, Inc.) will be expanding operations soon.
We will be reorganizing the company into two (2) divisions. Vote Power will be
one division which shall continue to develop its voting system as before and we
are expanding our operations by opening an environmental division which we
believe will greatly add to our financial success, provide
long term growth, while at the same time setting an industry standard.

Recycled Plastic Materials

We estimate that the recycling plastic business is a $240 billion industry. This
is even more evident and imperative due to the large increase in oil prices that
have caused a dramatic increase in new plastic materials. The Environmental
Protection Agency (EPA) continues to raise recycling goals each year and it is
expected that even higher goals will be set in the future.  In order to achieve
its goals, the EPA is emphasizing the use of recycled materials employed in the
construction of private and public structures.

In essence Green Is the In.

Consumers are demanding a home grown solution for our growing energy crisis.
The "Green" movement is gaining momentum as consumers become more aware of the
problems associated with global warming, energy conservation and the need for
recycling.

Green Industries are the hottest investments.  It is estimated that "Green"
industries will grow to $51 billion dollars by 2015.

Global warming is here. And it is not going away, unless we address the problem
with real solutions. Recycling is a necessity not optional.

Plastic Recycling Facts

 2,500,000 plastic bottles are used every hour! Most of them are thrown away!

Plastic bags and other plastic garbage thrown into the ocean kill as many as
1,000,000 sea creatures every year!

We throw away 25,000,000 plastic beverage bottles every hour!

Recycling plastic saves twice as much energy as burning it in an incinerator.

We throw away 25,000,000,000 Styrofoam coffee cups every year.

RPM Means Recycled Plastic Material

We identified a manufacture of recycled plastic products that has will fill our
desire to expand into this area.   We looked for a company that the used 100%
recycled materials in production of process.  The Environmental Protection
Agency raised recycling goals, focusing on construction.  Plastic building
material demand is increasing at a faster rate than the slumping housing
industry.  This growth appears to be increasing due in part to Americans are
looking to conserve.  The market is going "green" and straight up with no end in
sight.

We anticipate that extraordinary revenues are possible with this addition to our
company, in addition to helping the planet as well. We feel it is an investment
in our future and that future includes helping make Earth a better planet.

Vote Power Opportunity

Year 2000 National Presidential Elections dealt a severe blow to the nation's
election process and credibility. On response, Congress provided a speedy
approval of the Election Reform titled Help America Vote Act (HAVA). The HAVA
Act initially provided $3.86 billion Federal funding for the 50 States to
upgrade their election support systems.  The bill also banned the use of legacy
"Punch Card" voting solutions in future elections. The result of this
legislation required all states to investigate new solutions for the voting
procedures as HAVA seeks to enhance the accessibility and the integrity of
elections.

The United States prides itself on being the strongest democracy in the world.
The strength of its democracy is based free and fair election process.  The
nation depends on a reliable election process.

Vote Power offers a through, reliable, and secure software solution for the
future of all elections.

Power Challenge

Following the approval of the HAVA Act, the US DES (Department of Election
Services) initiated a $120 million project in conjunction with MIT and CalTech
to develop the requirements and standards for the vendors who wish to
participate in creating the electronic voting software.  These requirements and
standards are in addition to the certification requirements mandated by the
NASED (National Association of State Election Directors).

Although several of the software vendors are certified by NASED at the present
time, none of the newly developed software has proven to be insecure over time
and have been very vulnerable to the hacker attacks. To date, there is not a
single solution in the market which does not compromise voter information.

Vote Power offers end-to-end voting technology software products - from Voter
Registration to the provisional ballots, to the Direct Recording Equipment
(DRE), to the printing ballots, through the final tally reports for the election
officials.

        o       Vote Power core solution Highlights:
        o       based on Oracle 11i database security with - 10 Security
                Certificate encryption  (as confidential as the Pentagon and the
                White House Classified documents)
        o       offers Audit Trail (printed proof)
        o       offers Accountability
        o       offers Reliability
        o       offers consistency
        o       offers usability
        o       offers scalability
        o       offers option to perform a manual count in case of close
                election results

 Vote Power - only vendor with the solution for the American disabled voters

        o       Vote Power has great respect and insight into the requirements
                of the American Disability Act and its beneficiaries.

 Vote Power Optional solution features:

        o       Support for jury service
        o       Support for candidate tracking
        o       Support for lobbyist tracking
        o       Support for campaign election and donation tracking
        o       Document imaging
        o       Voter Registration applications
        o       Support for DMV database synchronization
        o       Support for FBI database synchronization

<page>2

 Power Associations

  Vote Power has been working with the following world class companies to align
  its solution and the strategies.

        o       Hewlett Packard (HP) Company - for the printing solution
                opportunity
        o       Oracle Corporation - for the Voter Registration database and the
                Electronic voting software

The Oracle Corporation has advertised for many years a million dollar challenge
to anyone who could break the security of their products. Vote Power will take
advantage of this strength by building its application software on the Oracle
product line.

        o       MapQuest - for the mapping interface and the voter address
                confirmation solution

MapQuest has extensive experience with the mapping technology. Vote Power tools
will benefit from this experience and apply this leverage to simplify the
maintenance of the voting precincts and special districts.

        o       CyberThink InfoTech - to assist in all areas of software and
                database development

Power Consulting Opportunity

The members of Vote Power's current executive team hold strategic positions with
the world's largest technology companies such as IBM, Oracle, HP, DEC, Compaq
and EDS in the Information Technology departments and the e-voting practices.
The team has sizable experience in the electronic voting technology field. Vote
Power has established relationships with numerous State and County officials,
many of which are looking forward to viewing the Vote Power DRE demo upon
completion.

Power Products

1.      Voter Registration (PowerReg)

        A massive relational database that holds identification and related
        information of each voter

2.      ABS (Absentee Ballot Solution) (PowerScan)

        Helps a voter to vote remotely or as an absentee voter

3.      DRE (Direct Recording Equipment Solution) (PowerVote)

        The equipment used to cast the ballots at various polling sites.  The
        equipment will also be ADA (American Disabilities Act) compliant, and
        provide for an optional paper receipt

4.      EMS (Election Management System) (PowerManage)

        Software that is created to support the administration of the electronic
        voting tool

5.      Election Deployment (PowerCenter)

        Managing the Election Day by the minute; a proactive tool for trouble
        free Election Day

6.      Election Reporting (PowerReport)

        A tool for collecting and reporting the results to the public/network
        (Provisional and final tally).

        This provides accountability by maintaining a tight audit control.

<page>3

Electronic Voting Market Size

General Overview

The electronic voting market is large. The electronic industry is in its
infancy.  Just as in the initial stages of the Internet days when it was
practically impossible to quantify the Internet commerce size; currently, the
total size of the voting market is unknown.  What is known is how much the HAVA
Act has budgeted so far to the states.  VotePower has broken down the steps in
smaller phases to capture the essence of the underlying behemoth market starting
with the general verifiably statistics.

Verifiable Statistics
---------------------
                                Number
                                ------
Counties                         3,439
States                              50
Polling Sites                  117,954
US Population              303,610,824
Registered Voters          160,913,737
Absentee Voters             19,309,648
Booths at Polling Site               7
Kiosks at Polling site               8
Servers at polling site              2
Printers at polling site             2

Voting Solution Life Cycle
--------------------------

ABS/VR                          Absentee voters system / Voter Reg.
DRE                             Direct Recording Equipment
DRE-S&S                         DRE w/Servers + Storage
EVS                             Electronic Voting Software
Dep/Inst                        Deployment + Installation + DeInstallation
Printing                        Printing solutions
S&M                             Storage & Maintenance

The Voter Registration Market
-----------------------------
Absentee Voters / Voter Reg.

US States                             50
Avg VR Project per State      13,000,000
VR Market Size              $650,000,000

The Direct Recording Equipment (DRE) Market
-------------------------------------------
Two of the main hardware solutions utilized by Vote Power are the touch screen
voting hardware and the scanning hardware. The scanning hardware is standard
piece of equipment already in use by various counties at the present time which
will utilize Vote Power's specialized software for a better tabulation result.

The touch screen voting hardware (PowerVote/DRE) is Vote Power's flagship
software product and a prime difference from the competing vendors.  Using
VotePower methodology/solution set, the loss of the voting client due to
malfunction or breakage does not result in any loss of the ballot.  In VotePower
solution, all ballots cast through the touch screen (DRE) machine are stored in
two redundant (independent) servers and therefore the damage to the voting
device in any form does not affect the cast ballots. This process also helps in
tabulation as there is only one device per polling site to tabulate versus
tabulating of all the DREs at the polling site, which is what is offered by
other vendors.

Vote Power's DRE (touch screen machine) is just 5.2 lbs, the lightest amongst
all the vendors.

<page>4

Direct Recording Equipment
--------------------------
Total walk-in voters                    148,617,498
Voters per kiosk                                200
Kiosks required                             861,042
Market price per equipment                   $2,800
Market size                          $2,410,916,908

*HAVA recommends average touch screen machine price to be $2,800

The Servers and Backup Server Market
------------------------------------
Direct Recording Equipment - Server/Storage

Polling sites                               117,954
Servers required at site                          2
Total servers required                      235,909
Market price - server                        $2,000
Storage server(s) at site                         1
Total storage equip. required               117,954
Market price - storage equip.                $1,000
Total market size                      $589,771,305

The Election Management Software Market
---------------------------------------
Electronic Voting Software

Total voters                            166,985,953
Software development chg - low end            $1.23
Software development chg - high end           $1.71
Average development chg                       $1.47
Market size                            $245,469,351

The Printing Market
-------------------
Printing Ballot Papers

Total voters                            166,985,953
Ballots                                 148,617,498
Printers required per site                  235,909
Printer market price                           $750
Market size                            $176,931,392

The Deployment - Installation - De-installation Market
------------------------------------------------------
Deployment / Installation/ Unistallation

Polling sites                               117,954
Kiosk transportation, install/deinstall etc.   $750
Kiosks                                      861,042
Market size                            $645,781,315

The Storage - Maintenance - and Upgrade Market
----------------------------------------------
Storage & Maintenance & Upgrade

Kiosks                                       861,042
Storage, Maintenance, Upgrade                   $300
Market size                             $258,312,526

The Total Electronic Voting Market
----------------------------------
Voting Solution Market Size

ABS/VR                                $  650,000,000
DRE                                   $2,410,916,908
DRE-S&S                               $  589,771,305
EVS                                   $  245,469,351
Printing                              $  176,931,392
Dep/Inst                              $  645,781,315
S&M                                   $  258,312,526
                                      --------------
Total                                 $4,977,182,796
                                      ==============

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Marketing and Sales Strategy

Positioning

VotePower creates value by approaching the market with a 'laser-like' focus and
concentration on the e-voting market.  Fortunately, the executive team not only
has industry IT expertise, it also has voting processes' expertise.  The dual
expertise of both industries has enabled the Vote Power team to tackle the
market in a number of unique ways.

Routes to Market
----------------

PARTNERING APPROACH

Initially, Vote Power's marketing and sales strategy is to form one or more non-
exclusive partnerships with top IT companies. VotePower already has established
partnering relationships with HP (Hewlett Packard) and Oracle.  The partnering
approach will substantially reduce the cost of marketing and provide the company
the fastest national exposure at the most cost effective dollar possible.

Companies like HP, IBM, and Oracle actively seek software creators like
VotePower to include in their intensive business partner programs.  Their
Software Vendor Marketing Program has prime potential channels for distribution
of VotePower products. Additional significant benefits of partnering with these
firms allows Vote Power to maintain focus on development and operations of its
core competencies, while the company will provide a very large sales force with
their existing clients to sell Vote Power products across the country. These
experienced partners can also assist with training and support.

SOLO APPROACH

VotePower is highly knowledgeable and experienced in delivering the entire e-
voting solution to a county or state that VotePower wins a project in.
Currently, the executive team already specializes in delivering high quality
multi-million, multi-month, multi-resource IT projects across the country in
their respective roles.  Therefore delivering the voting software solution will
require no special training for the VotePower team and the identified resources.

WEB APPROACH

VotePower will develop and maintain an Internet site to provide product
demonstration, online technical support, user updates, HAVA updates, and allow
for immediate customer feedback.

FRANCHISE OPTION

Managing and implementing voting software and solutions in 3,126 counties across
the nation is a daunting task to say the least.   The amount of resources, time,
and manpower required to deliver the solution is extremely large and complex.
Therefore, VotePower may adopt a franchised approach whereby its products and
services may be marketed to a large number of small companies.  The smaller
companies will license Vote Power's software and delivery procedures. This may
speed up the ultimate goal of having Vote Power regarded as the industry
standard.

ELECTION ON DEMAND APPROACH

Election on Demand is a unique concept offered by no other vendor or competitor
at the present time.  In its most basic definition, this approach means that
VotePower will become a 'one-stop-shop' for the counties and the state officials
for all their election needs.  The election official would receive end-to-end
solution by placing simply one phone call to the VotePower sales department.

The Election on Demand initiative will include, but not limited to, discovery,
analysis, and review of the current voting systems of a given county.  It would
include voter registration and maintenance, candidate screening and support,
election material development and maintenance, precinct and special district
maintenance, absentee ballot, touch screen voting machines, election software,
installation and implementation of servers, back of the servers, drop off and
pick up of the voting machines, arrangements of transportation and storage, and
delivery of the reports with tallying details for the candidates.

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SCHOOL AND UNIVERSITY APPROACH

VotePower will offer free training and test software to local schools and
libraries.  As the time and resources are secured, VotePower will take this
approach to local colleges and universities as well.

SUPPORTING MARKETING COLLATERAL

VotePower will supplement its business partner's sales force in situations such
as trade shows, seminars, and electronic voting conventions.  The company will
also support the marketing efforts of its business partners with several
different promotional vehicles.  These will include advertisements in prominent
election journals, election articles, and the Election Today magazine. The
VotePower team has attended two National Association of Election Director's
Conference's this year where its products were reviewed and discussed with
election officials.

Hardware Partners

VotePower has strategic partnerships with the leading hardware vendors for its
Direct Recording Equipment solution.  Touch screen monitors will be used as the
vote casting vehicle.  Currently, VotePower has identified View Sonic, HP,
Sharp, and Team Computers as the top candidates for the hardware solution
partners.

Potential Software Partners

        o       Oracle Corporation
        o       MapQuest, Inc.
        o       ESRI Corp.
        o       CyberThink InfoTech

Item 3.  Controls and Procedures

Our President and Chief Financial Officer (our principal executive officer and
principal financial officer, respectively) have concluded, based on their
evaluation as of June 30, 2008, that the design and operation of our
"disclosure controls and procedures" (as defined in Rule 13a-15(e) under the
Securities Exchange Act of 1934, as amended, or the Exchange Act) are effective
to ensure that information required to be disclosed by us in the reports filed
or submitted by us under the Exchange Act is accumulated, recorded, processed,
summarized and reported to our management, including our President and Chief
Financial Officer, as appropriate to allow timely decisions regarding whether
or not disclosure is required.

During the quarter ended June 30, 2008, there were no changes in our "internal
controls over financial reporting" (as defined in Rule 13a-15(f) under the
Exchange Act) that have materially affected, or are reasonably likely to
materially affect, our internal controls over financial reporting.

<page>7

                        PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

  None.

ITEM 2.  CHANGES IN SECURITIES

During the second quarter of 2008, we issued 60,000,000 for services
consultants for services rendered in the amount of $60,000.

The issuances of our securities described above were made in reliance upon
the exemption from registration available under Section 4(2) of the Securities
Act of 1933, as amended, as transactions not involving a public offering. This
exemption was claimed on the basis that these transactions did not involve any
public offering and the purchasers in each offering were sophisticated and had
sufficient access to the kind of information registration would provide,
including our most recent Annual Report on Form 10-K and our most recent
Quarterly Report on Form 10-Q.

  Dividend Policy

We have never paid cash dividends on our common stock and do not currently
intend to pay cash dividends on our common stock in the foreseeable future. We
are restricted from paying dividends on our common stock under state law; We
currently anticipate that we will retain any earnings for use in the continued
development of our business.

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ITEM 3. Defaults in Securities

    None.

Item 4 - Submission of Matters to a Vote of Security Holders

By majority consent of the shareholders performed a reverse stock split of its
common stock at the ratio of 350 to 1. This reverse stock split was effective
July 21, 2008. The new trading symbol became "VPOW". This completed the capital
restructuring of the company. We believe that this restructuring was necessary
to put us in the proper position to raise the capital needed for expanding
existing programs and being able to qualify for contracts with the various
states, counties, cities and municipalities in this country to standardize their
voting systems.

ITEM 5. Other Information

  None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

  None.

<page>9

                           SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Vote Power
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.

                                  VOTE POWER CORPORATION


Dated:  October 1, 2008       By: /s/ Inti Shaikh
                                  -------------------------------
                                  Inti Shaikh
                                  CEO


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